Princess fantasies
by ipwnlocks
Summary: MLP:FIM clopfic. includes: solo twilight, flutterdash, and voyeurism.


Princess Fantasies

Twilight mulled over the letters she had received from Celestia. Fondling re-reading the words her sweet princess had wrote for her. Twilight thought about the fact that Celestia, ruler of Equestria, had taken so much of her precious time to read and then write back to Twilight. The thought made her heart sing and that warm fuzzy feeling rise in her chest.

Twilight had mixed emotions when it came to the princess. Celestia had taken in twilight when she was but a filly; and as she had grown Celestia had always been there for her, mentoring her and guiding her when she had a problem or trouble with something. As Twilight matured though, she started to have different feelings for the princess, feelings that weren't simply the respect and kinship between a teacher and her pupil. Twilight wasn't sure how to feel about her new found feelings at first, but she decided to keep them hidden from her mentor.

Now, Twilight was in her upstairs loft, in the library, laying comfortably on her bed, with several letters spread on the sheets. Twilight could feel the familiar feeling of deep longing for Celestia creep over her; a sensation that had become fairly routine or her on long lonely nights.

Twilight sighed as her horn glowed with her purple aura, the letters were lifted from the bed sheet and shuffled together isn't a clumsy stack. The stack floated over and found itself a place to rest for the night on the cover of a book twilight had been reading the night before.

"I'm glad Spike is out..." Twilight lightly muttered to herself, glancing at Spike's basket. "probably trying to get to second base with Apple bloom." She giggled. "what a silly dragon..." Twilight trailed off.

Then the reality of never being able to actually have a relationship with Celestia crashed down on Twilight, turning all those happy, light hearted feelings into painful desire. Even if she couldn't pursue a relationship with Celestia, Twilight was still a young mare with needs.

Twilight shifted onto her back, letting her hing legs spread to a natural position. Twilight moaned lightly as she slid her hooves down her body to the area between her legs. Twilight could feel the heat radiating off her privates; she could feel her own wetness. Twlight rolled over and shoved a hoof under her mattress before lifting it partly off its frame. Twilight looked under her mattress before using her magic to pull the toy from its hiding place.

Twilight grabbed the soft synthetic flesh between her hooves, rubbing it up and down. The toy was a sizable replica of a stallion's manhood; a special toy that Twilight had gotten her hooves on through Pinkie Pie. The spastic mare had even gone all out to buy her book-worm friend a _super special deluxe edition_ of the toy, which entailed a switched on the base that made the entire length vibrate.

Twilight smiled and tentatively stuck her flat tongue out, lubricating the fake flared head of the toy with her saliva. Once the first couple inches were nice and slick, Twilight laid back so her head was on her pillow, she let go of the toy, which hung suspended In the air with a purple aura surrounding it. The toy floated down between the purple pony's legs before pointing the head towards Twilight's opening.

Twilight closed her eyes and imagined her precious Celestia being over her, with the toy strapped onto her waist. Celestia smiled lovingly down at her student, then kissed her gently on the cheek.

"Hold still, Twilight, this might feel strange at first." Celestia whispered into Twilight's ear as she nuzzled the purple mare's neck. Twilight jumped slightly as the toy pushed against her southern pair of lips. The faux stallion penis pushed agonizingly slow against Twilight until the flared head popped inside her, along with an extra inch behind it. Twilight gasped at the sudden invasion into her body.

"Mmmrrrrhhhhh... Oh Celestia!" Twilight moaned at her own fantasies.

"What?" Rainbow Dash turned around mid flight to look back at Fluttershy.

"Hmm? I uh... I umm, I didn't say anything, Rainbow Dash." Fluttershy said, straining to keep up with the blue mare's normal speed.

"Well I heard something." Rainbow Dash announced.

"Well, umm, we are close to Twilight's house, maybe you heard her?" Fluttershy suggested as she held a hoof out to her right, pointing to the large tree that served as Twilight's house.

"Yeah maybe, I'm gonna drop by real quick and just ask if it was her." Rainbow remarked.

The two Pegasuses had been secretly seeing each other for weeks now, just recently finding out they had feelings for one another. They had never met in public or even during the day as anything more than friends. Rainbow, being adventurous always pushed Fluttershy into more and more physical ways to show love until she finally got the yellow mare to open her legs for her. The sex was great between the two, but Dash had desires that Fluttershy simply could not possibly comply with.

Rainbow dipped out of the sky to Twilight's upstairs window. Dash hovered outside twilight's window to see if Twilight was even still awake. What she saw, however was not what the rainbow-maned mare expected. Laying on her back, with her legs spread wide and a dildo rammed halfway inside her, was Twilight; who was now panting and moaning like a mare in heat.

Rainbow dash nearly forgot to keep flapping her wings to stay air-borne. Rainbow Dash could feel her wings stiffen and flex as she stared at the sight. If she had not already been flying, her wings would be fully erect. She just hovered for a second, knowing she shouldn't be watching, but she found the sight exceedingly erotic.

Rainbow dash was still experimenting with her sexuality, and had never thought of Twilight in a sexual way for more than a moment before pushing the thought out of her mind. But this sudden sexualizing of her friend was quickly turning on the blue mare.

Rainbow dash, ever the one the tempt fate, had a bit of a fetish for danger. It excited her to do naughty things in public, this could include doing things herself, or secretly watching others; and this situation definitely fulfilled that fetish.

'I need to look away, what if she sees me?' Dash asked herself, but the thought of being caught only aroused her more. Rainbow bit her lip not knowing what to do as she watched Twilight magically pump a fake stallion cock inside herself.

"Dash!" Fluttershy called quietly. Still floating a few yards behind and above Rainbow. "Is she in there or not?"

"Uhh..." Rainbow wasn't sure how to answer, was this too much for Fluttershy? Probably. Rainbow painfully pulled herself away from the window. "No...Hey, I have an idea." Rainbow suddenly rushed up to Fluttershy and planted a soft kiss on her muzzle.

"Oh dash! Not in public..." Fluttershy blushed, hard.

"Come on, Fluttershy... its the middle of the night, no one is around..." Dash coaxed with a devilish grin. She suddenly took off to grab a small cloud and brought it back to the yellow Pegasus. Patting it, encouraging Fluttershy to lay on it. Fluttershy nervously sat down on the cloud

"W-what are we gonna do on the cloud?" Fluttershy asked the blue mare meekly.

"This..." Rainbow said as she closed the distance between the two and planted another kiss on her quiet counter part. Rainbow Dash pushed Fluttershy backwards before laying Fluttershy on her back on the cloud. Rainbow assaulted Fluttershy's lips with kisses. Fluttershy was tentative at first, but quickly warmed up and snagged Dash in a long, deep kiss.

"Looks like you aren't so afraid of getting caught now." Dash said as she pulled away and smiled up at the yellow Pegasus.

"Don't say such naughty things, Rainbow Dash." Fluttershy squeaked, her cheeks pink with embarrassment.

"How about we take it one step farther?" Dash asked with a wicked grin; her wings sprung open from her obvious arousal.

A deep crimson settled over the young mare's face as she whispered, "W-what? Out here in the open? Where anypony could see us?" Fluttershy tried to make the suggestion sound ridiculous, but Rainbow Dash's slight exhibition fetish only made the idea sound more intriguing.

Before Fluttershy could protest to the thought anymore, Rainbow Dash pulled her into another string of passionate kisses. Then the blue mare started working on her lover's neck, trying to warm her up. Rainbow knew by now all the sweet spots that would turn Fluttershy into putty in her hooves.

"Come on, I know you want to." Rainbow teased once she heard Fluttershy's breath become ragged from her flurry of contact to Fluttershy's sweet spots. Fluttershy bit her lip and looked around, making sure the coast was clear before giving in to Rainbow Dash's desires. Fluttershy started to return the favor and began lightly kissing Rainbow Dash's neck, moving lower over her body.

"Whoa, hold on on," Rainbow yelped when Fluttershy was starting to get too low. Rainbow dash motioned for Fluttershy to get up, Fluttershy did as she was told. Rainbow dash walked around around Fluttershy so she stood in front of her, facing Twilight's house. Rainbow moved her tail to the side, revealing her glistening love canal. "I want it like this." she finished.

Twilight panted hard as the princess mercilessly abused the purple mare's pussy with her huge strap-on cock. Celestia gave Twilight no breaks in this "special lesson". The princess would drive the toy half of its full length into the tight mare before pulling out all but the tip, just to pummel it all back inside her, plus an extra inch or so.

The brute force of the thrusts made twilight rock on her bed. She shook her head from side to side as she was assaulted by the large member. She opened her mouth and grabbed her blanket, grinding it with her teeth as the toy continued its brutal attack.

Fluttershy's tongue lapped greedily at Rainbow's exposed pussy. Working with expert precision to flick the insides of the blue mare's folds. Rainbow Dash dropped the front half of her body, so her front hooves, along with her head were hanging off the cloud, she looked down at Twilight's window and could still see her purple friend feverishly masturbating.

The whole situation was exceedingly exciting for Dash, not only was she getting great head, while in public, but she was also secretly watching her friend masturbate. Dash knew she shouldn't be doing this, and that this whole situation was wrong; but it felt so good she couldn't stop herself.

"Umm, Rainbow Dash?" Fluttershy squeaked.

"Huh? What?" Rainbow asked, turning her head back to look at the yellow Pegasus, slightly annoyed by the sudden stop of the lapping at her pussy.

"Oh well, umm. I was just wondering if I'm doing okay, you haven't said anything since I started..."

"That's why you stopped?" Dash asked, the annoyance in her voice evident. She slightly furrowed her brow, but only for a moment. She sighed. "Yes Fluttershy, you are doing great, I want you to keep going..."

Fluttershy was submissive to Dash and did as she was told. She lowered her head back down to rainbow's slick folds to continue the service. Rainbow got a small smile as she settled her head back down to watch twilight, who looked like she was getting close. Rainbow's smile quickly widened when she felt Fluttershy's tongue delve inside her tight pussy.

Twilight was getting close to her breaking point, she thrashed and squirmed under the rough pounding she was receiving from the princess. Celestia could tell her student was getting close by the dark red shade her cheeks had turned.

"Oh no, Twilight, you can't cum yet. I still have one more trick." Celestia told her student as she pulled the toy completely free of the purple mare's vice-like grip. Celestia reached down and flipped the switch of the toy. The entire shaft buzzed to life.

Celestia got a nasty snarl as she pushed the toy back down to the entrance of Twilight's cunt. Celestia made sure to grind the vibrating head against Twilight's swollen clit. Twilight gasped and moaned before she begged the princess to put it in, she felt pathetic but being submissive to her princess turned her on at the same time. Twilight liked feeling dominated in such a way.

"Oh please princess, please don't tease me." Twilight muttered, looking up at the princess with one eye half-opened.

"My faithful student, you will have to be much more specific, what do you want me to do?" Celestia asked, acting coy; pulling the vibrating toy off twilight's skin to prolong her suffering

"I... I want..." Twilight whispered, embarrassed, averting her eyes from Celetia's intense glare.

"What was that? You simply must speak up!" The princess teased her pupil.

"I want you to stick that big cock inside of me!" Twilight said louder, just above her normal speaking voice.

"As you wish." Celesta said as she smiled down at Twilight. Celstia pushed the Vibrating length into Twilight's folds. Celestia shoved the long toy into Twilight with mighty thrusts, grinding her from the inside, making her feel every pulse.

Celestia thought she had tormented her pupil long enough, she readjusted herself on the bed to start pounding harder and faster with the intent to make Twilight pop like a bottle of champagne. Celestia pulled Twilight's hips off the bed to pull her into the toy in sync with her thrusts. Celestia started massaging Twilight's clit as she pumped twilight, making twilight quickly reach her limit.

"Oh, Celestia! Oh yes! Oh... Oh.. yes yes yes! Celestia don't stop! I'm about to..." Twilight panted with a hoof to her mouth.

"That's it, Twilight. Cum, cum for me." Celestia encouraged.

"CELESTTTIIIIIIIAAAAAAAAAAAA!" Twilight screamed at the top of her lungs as her tight purple pussy clamped down like a velvet vice on the toy. Twilight's vaginal juices spurted out around the faux cock, covering it, along with her bedsheets in warm, sticky, wetness. After several minutes, Twilight's body completely relaxed, her head laid back down on her pillow, and her vaginal muscles released it's death-grip on the fake stallion.

As she watched Twilight masturbate, Rainbow felt herself getting more and more turned on, and as a result could feel her nethers get wetter and wetter, if it weren't for Fluttershy's expert oral skills, Rainbow would have been getting herself off like never before. Although, after seeing such an explosive orgasm from Twilight, Dash's fetish made her close to her limit as well.

"That's it Fluttershy, I'm almost there, keep going..." Dash encouraged as she focused on the repetitive lapping of Fluttershy's hot, flat tongue. The orgasm of Rainbow Dash was quickly building up, she could feel it about to wash over her.

Fluttershy kept up her assault, licking Dash's pussy, inside her folds and the surrounding skin, with the occasional flick or suck on her clit for added pleasure. Fluttershy had become quite good at eating other mare's out ever since she started seeing Rainbow Dash. Once Fluttershy heard the ragged, strained breath of Dash she knew it was time to finish her off. Fluttershy thrust her tongue as deep inside Rainbow as she could, and began to wiggle it around, as if feeling for a particular spot. Fluttershy's reward was the howling moan of Rainbow Dash as she shuttered in orgasm, followed by a tightening of hot, wet, mare pussy around her tongue; finally, a little gush of Rainbow's sweet juice flowed out, spattering onto Fluttershy's snout. Fluttershy flicked her tongue out and licked at the liquid.

"wow Rainbow Dash, you sure are the fastest mare in all of Ponyville..." Fluttershy said once Rainbow Dash was coming out of her orgasm-induced stupor.

"A-and what's THAT suppose to mean?" Rainbow panted.

"Oh my, nothing rainbow dash. Only that you came in about, oh, ten seconds flat?" Fluttershy smiled at the exhausted blue Pegasus.

"That's not funny." Rainbow Dash growled as she started to get up from the cloud.

"I know, but you just so cute right after you cum..." Fluttershy teased.

"I don't do cute... I'm awesome, you however... lets see how cute you get when you are pushed into an orgasm!" Rainbow challenged with a smirk.

"Fine, but at my place, no more public stuff. I mean, if you don't mind..." Fluttershy stammered.

"Deal." Rainbow dash said, her smile widening.

Twilight lazily levitated the wet toy up to her face, she examined it; seeing the coat it wore comprised of her own juices. She smiled at herself and the basked in the after glow of her orgasm, it felt great to release so much tension at once. She closed her eyes, her head swimming and could have been easily taken by sleep. Twilight yawned and stretched before deciding she needed to clean her toy before Spike got home.

Returning from cleaning the toy, Twilight crawled into her bed and returned the toy to its hiding place. Twilight crawled under the covers of her bed and let her exhaustion start to consume her. Before she fell asleep she smiled and muttered to herself, "I'm sure glad Spike was out tonight."

Unbeknownst to Twilight, Spike's date with Apple Bloom has ended early than expected, Twilight was so busy getting fucked by fantasy Celestia, she hadn't noticed when Spike had opened the library door.

Spike had come up the stairs to head for his basket, when halfway up he heard twilight moan; he approached slowly and had watched Twilight in the lewd act with just his eyes peeking over the top of the stairs.

Now, Spike went back downstairs, silently. Spike loudly opened and shut the door, announcing he was home.

"Oh, hey Spike! How was your night?" Twilight asked with a yawn from her bed upstairs.

"It went... better than expected." Spike said as he began to trod back up the stairs.


End file.
